AIM Rule 26

Corporate Governance

Chairman’s Introduction

Our core values of investing in our people, systems and capacity remain as important to us today as they have been over the last 23 years. A culture of strong corporate governance is an essential element of that. 

It is the Board’s role to ensure that the Group is managed for the long-term benefit of all of its stakeholders. We believe in effective and efficient decision-making in a manner that incorporates the needs of our many stakeholders. Corporate governance is one of the important parts of the Group’s strategy and our aim of continual improvement of our processes and risk management whilst supporting the continued growth of the business is vital in the ever-evolving corporate governance regime we adhere to.

Changes to the corporate governance regime

As an AIM-listed company, the Company is required to provide details of a recognised corporate governance code that the Board of Directors has decided to apply and explain how the Company complies with that code, and where it departs from its chosen corporate governance code provide an explanation of the reasons for doing so.

In considering its own arrangements for governance, the Company adopted the provisions of the Quoted Companies Alliance’s Corporate Governance Code (“the QCA Code”), published in April 2018. The key elements of the Company’s corporate governance arrangements are described below.

I am delighted to confirm that we comply with all the principles of the QCA Code, as well as elements of the UK Corporate Governance Code, published in July 2018. We will continue to adopt further elements of the UK Corporate Governance Code as appropriate.

A key element of the Company’s Corporate Governance strategy was the creation of the Audit and Remuneration Committees which each fulfil an important role as an independent check and balance to the executive decision-making process. Each of these Committees are composed of, and chaired by, the independent non-executive Directors of the Company. The Board conducts an annual review of the Company’s Corporate Governance Code to ensure it is reflective of, amongst other things: any recent legislative changes; the recommendations of the Quoted Companies Alliance and its Corporate Governance Code; the UK Corporate Governance Code; and the economic and social environment within which the Company operates.

We are confident that our proven approach to corporate governance will help to shape a robust and strong organisation as we deliver our strategic plan and take the business to the next phase of growth.

Full details of our Corporate Governance Code can be found using this link.  

Willie MacDiarmid, Chairman

27 September 2018

SMS plc’s issued share capital is 112,495,800 ordinary shares of 1p each.

There are no restrictions on the transfer of the Company’s shares.

Shareholder	Percentage Shareholding
Old Mutual Global Investors (UK) Ltd	12.44%
Liontrust Asset Management	8.77%
Alan Foy	6.39%
River & Mercantile Asset Management	5.81%
Hargreave Hale	5.28%
Stephen Timoney	4.09%
Abdiel Capital Management LLC	4.03%
Standard Life Investments	4.03%
Aberdeen Asset Management	2.97%
Legal & General Investment Management	2.81%

There are no other exchanges or trading platforms on which SMS Plc securities are trading.

SMS Plc is subject to the UK City Code on Takeovers and Mergers.

Copy of Nominated Advisor and Broker - Scotland
Cenkos Securities Plc
66 Hanover Street
Edinburgh
EH2 1EL

Nominated Advisor and Broker - England
Cenkos Securities Plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS

Auditors
Ernst & Young LLP
G1 Building
5 George Square
Glasgow
G2 1DY

Company Solicitor
CMS Cameron McKenna Nabarro Olswang LLP
1 West Regent Street
Glasgow
G2 1AP

Financial PR and Investor Relations
Kreab
90 Long Acre
London
WC2E 9RA

Registrars
Computershare Investor Services Plc
The Pavilions
Bridgewater Road
Bristol
BS99 6ZZ